Bristol Myers (NYSE: BMY) awards market share and performance units

Rhea-AI Filing Summary

Bristol Myers Squibb reported that Benjamin Hickey, President of the RayzeBio organization, received equity-based awards on March 10, 2026. He was granted 11,429 market share units and 17,143 performance shares, each tied to Bristol Myers Squibb common stock.

Each market share unit converts into shares based on a payout factor linked to total shareholder return, with a minimum payout factor of 80% and a maximum of 225%. These market share units cliff vest on the third anniversary of the grant date, subject to Board certification of performance. Each performance share converts into one share of common stock upon distribution in the first quarter of 2029, also subject to Board certification of performance results.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Hickey Benjamin

(Last) (First) (Middle)

BRISTOL-MYERS SQUIBB COMPANY

ROUTE 206 AND PROVINCE LINE ROAD

(Street)

PRINCETON NJ 08543

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
BRISTOL MYERS SQUIBB CO [ BMY ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President, RayzeBio Org.

3. Date of Earliest Transaction (Month/Day/Year)
03/10/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Market Share Units	(1)	03/10/2026		A		11,429		(2)	03/10/2029	Common Stock, $0.10 par value	11,429	$0	11,429	D
Performance Shares	(3)	03/10/2026		A		17,143		(3)	03/10/2029	Common Stock, $0.10 par value	17,143	$0	17,143	D

Explanation of Responses:

1. Each market share unit converts into the number of shares of common stock determined by applying a payout factor to the target number of shares vesting on a given date. The payout factor is the greater of Total Return and relative total shareholder return (rTSR) Floor. Total Return is a ratio of the 10-day average closing stock price on the measurement date, plus the value of accumulated dividends, divided by the average stock price on the grant date (also a 10-day average). The minimum payout factor for Total Return performance that must be achieved to earn a payout is 80% and the maximum is 225%. The rTSR Floor feature provides a minimum level of payout if BMS stock price declines from the grant date but outperforms our peers based on their TSR percentile rank. A TSR percentile rank (i) below the 50th percentile yields a 0% payout, (ii) between the 50th and 74.99th percentiles yields a 50% payout, and (iii) at or above the 75th percentile yields a 100% payout.

2. These market share units cliff vest on the third anniversary of the grant date, subject to certification of performance results by the Board.

3. Each performance share unit converts into one share of common stock upon distribution in the first quarter of 2029, subject to certification of performance results by the Board.

Remarks:

	/s/ Amy Fallone, attorney-in-fact for Benjamin Hickey	03/12/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What insider transaction did Bristol Myers Squibb (BMY) disclose for Benjamin Hickey?

Bristol Myers Squibb disclosed that Benjamin Hickey received grants of market share units and performance shares on March 10, 2026. These derivative awards are tied to the company’s common stock and are structured as equity compensation rather than open-market purchases or sales.

How many market share units and performance shares did Benjamin Hickey receive at BMY?

Benjamin Hickey received 11,429 market share units and 17,143 performance shares. Both award types reference Bristol Myers Squibb common stock and were granted as derivative equity incentives, with future conversion into shares subject to specific vesting and performance conditions overseen by the Board.

How do Bristol Myers Squibb market share units granted to Benjamin Hickey work?

Each market share unit converts into shares of common stock based on a payout factor tied to total return and relative total shareholder return. The payout factor ranges from a minimum of 80% to a maximum of 225%, with additional floors based on TSR percentile rank versus peers.

When do Benjamin Hickey’s Bristol Myers Squibb market share units vest?

The market share units granted to Benjamin Hickey cliff vest on the third anniversary of the March 10, 2026 grant date. Vesting and payout are subject to the Board’s certification of performance results, linking ultimate share delivery to multi-year company performance outcomes.

What are the terms of the performance shares granted to Benjamin Hickey at BMY?

Each performance share converts into one share of Bristol Myers Squibb common stock upon distribution in the first quarter of 2029. This conversion is contingent on the Board certifying performance results, aligning the award with long-term company performance through that distribution period.

What performance conditions affect payout of BMY’s market share units granted to Benjamin Hickey?

Payout for the market share units depends on total return and a relative total shareholder return floor. A TSR percentile below the 50th gives a 0% payout, 50th–74.99th percentiles yield 50%, and at or above the 75th percentile yields a 100% payout under the rTSR floor feature.